Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
31-May-14 | Jul. 11, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'IDS Industries, Inc. | ' |
Entity Central Index Key | '0001533455 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-May-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 121,184,334 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | 31-May-14 | Aug. 31, 2013 |
Current Assets: | ' | ' |
Cash | $28,794 | $1,960 |
Accounts receivable, net of allowance of $4,950 | 15,737 | 4,950 |
Prepaid expenses and other current assets | 23,161 | 80,196 |
Inventory | 24,954 | 32,682 |
Other receivable, related party | 37,543 | 77,307 |
Interest receivable, related party | 5,429 | 2,612 |
Total Assets | 135,618 | 199,707 |
Current Liabilities: | ' | ' |
Cash overdraft | ' | 12,413 |
Accounts payable | 151,568 | 159,596 |
Derivative liability | 221,767 | 148,870 |
Accrued compensation | 49,167 | ' |
Accrued expenses | 30,409 | 10,159 |
Accrued interest | 43,069 | 19,990 |
Convertible notes payable, net of discount of $116,131 and $93,858, respectively | 357,534 | 265,992 |
Notes payable related party | 287,948 | 290,098 |
Other notes payable | 28,100 | 30,000 |
Total Current Liabilities | 1,169,562 | 937,118 |
Total Liabilities | 1,169,562 | 937,118 |
STOCKHOLDERS DEFICIT: | ' | ' |
Preferred stock, par value $.001, 10,000,000 authorized, no shares issued and outstanding | ' | ' |
Common stock, $.001 par value, 500,000,000 common shares authorized, 102,401,393 and 34,313,114 shares issued and outstanding, respectively | 102,402 | 34,313 |
Additional paid in capital | 1,388,148 | 639,889 |
Deferred stock compensation | -108,318 | ' |
Accumulated deficit | -2,416,176 | -1,411,613 |
Total Stockholders Deficit | -1,033,944 | -737,411 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $135,618 | $199,707 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | 31-May-14 | Aug. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Issued | 102,401,393 | 34,313,114 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Issued | 0 | 0 |
Accounts receivable, allowance | $4,950 | $4,950 |
Convertible notes payable, discount | $116,131 | $93,858 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $12,839 | $17,899 | $16,213 | $34,729 |
Cost of revenue | 11,275 | 26,772 | 11,275 | 64,151 |
Gross margin | 1,564 | -8,873 | 4,938 | -29,422 |
Operating expenses: | ' | ' | ' | ' |
Professional fees | 14,804 | 17,054 | 60,387 | 96,103 |
Stock-based compensation expense | 50,730 | ' | 174,790 | ' |
Salaries and wages | 55,021 | 77,331 | 250,308 | 184,935 |
Marketing and advertising | 3,441 | ' | 41,176 | ' |
General and administrative | 78,934 | 194,506 | 123,097 | 691,347 |
Total operating expenses | 202,930 | 288,891 | 649,758 | 972,385 |
Loss from operations | -201,366 | -297,764 | -644,820 | -1,001,807 |
Other income and (expense): | ' | ' | ' | ' |
Interest expense | -22,449 | -9,847 | -58,551 | -15,715 |
Amortization of debt discount | -123,289 | ' | -304,035 | ' |
Change in fair value of derivative liability | 924,095 | ' | 574,743 | ' |
Derivative expense | -143,232 | ' | -381,640 | ' |
Loss on extinguishment of debt | -176,006 | ' | -194,577 | ' |
Interest income | 757 | ' | 4,317 | ' |
Total other income (expense) | 459,876 | -9,797 | -359,743 | -15,665 |
Income (loss) before provision for income taxes | 258,510 | -307,561 | -1,004,563 | -1,017,472 |
Provision for income taxes | ' | ' | ' | ' |
Net Income (Loss) | $258,510 | ($307,561) | ($1,004,563) | ($1,017,472) |
Income (loss) per share Basic | $0 | ($0.01) | ($0.02) | ($0.06) |
Income (loss) per share Diluted | $0 | ' | ' | ' |
Weighted average shares outstanding Basic | 60,319,311 | 33,575,364 | 58,651,342 | 17,564,093 |
Weighted average shares outstanding Diluted | 112,856,787 | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
31-May-14 | 31-May-13 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,004,563) | ($1,017,472) |
Adjustments to reconcile net loss to net cash used in operations: | ' | ' |
Stock-based compensation | 174,790 | 455,647 |
Deemed dividend | ' | 51,621 |
Treasury stock | ' | 20,351 |
Change in fair value of derivatives | -574,743 | ' |
Loss on conversion of debt | 194,577 | ' |
Amortization of debt discount | 304,035 | ' |
Derivative expense | 381,640 | ' |
Change in assets and liabilities: | ' | ' |
Increase in accounts receivable | -10,787 | -12,004 |
(Increase) decrease in inventory | 7,728 | -30,023 |
(Increase) decrease in prepaid expenses and other current assets | 71,817 | -24,167 |
Increase in interest receivable - related party | -2,817 | -104,771 |
Increase (decrease) in accounts payable | -20,441 | 174,358 |
Increase (decrease) in accrued expenses | 115,384 | -58,435 |
Net cash used in operating activities | -363,380 | -544,895 |
Cash flows from investing activities | ' | ' |
Increase (decrease) in note receivable related party | 39,764 | ' |
Property and equipment | ' | 10,080 |
Net cash provided by (used) in investing activities | 39,764 | 10,080 |
Cash flows from financing activities: | ' | ' |
Proceeds from convertible debt | 352,000 | ' |
Payments on convertible debt | -17,500 | ' |
Loan/repayment of shareholder loan | ' | -2,100 |
Increase in note payable related party | -2,150 | 290,098 |
Increase in other notes payable | -1,900 | 232,403 |
Proceeds from the sale of common stock | 20,000 | 15,998 |
Net cash provided by financing activities | 350,450 | 536,399 |
Net increase (decrease) in cash | 26,834 | 1,584 |
Cash at beginning of period | 1,960 | 15,140 |
Cash at end of period | 28,794 | 16,724 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | 500 | ' |
Cash paid for taxes | ' | ' |
Non-Cash Investing and Financing Information: | ' | ' |
Common stock issued for conversion of debt | $461,584 | ' |
Issuance of common stock warrants in connection with debt | 11,763 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||||
31-May-14 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||||
Nature of Business | ||||||||||||||||
IDS Industries, Inc. (“IDS” or the “Company”) is a GIIRS-rated “green” energy company that designs and develops solar and power management technologies and incorporates these into its manufacturing and distribution of solar-based portable power stations and other solar-based products for consumer, business, government, and disaster relief applications. We also offer a line of ‘Stationary” Energy Storage systems for residential, commercial and light industrial applications. Both the stationary and portable solar power generators will be under our Company brand name, Charge! Energy Storage. | ||||||||||||||||
The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc. | ||||||||||||||||
On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000. | ||||||||||||||||
As a result of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ. | ||||||||||||||||
Effective October 12, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.” | ||||||||||||||||
On January 7, 2013 we launched our planned new product line on a limited basis; with the initial model, the Solar Survivor. The Company continues to design and development other models of electric generators and power stations based on customer input and feedback. | ||||||||||||||||
Effective February 7, 2013, the board of directors approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split. | ||||||||||||||||
Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” The new name reflects the direction and focus of the Company more accurately given the full slate of products in advanced development including the battery management and energy storage fields. | ||||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. (PMG) a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | ||||||||||||||||
On March 10, 2014, the board of directors approved the launch of Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary. | ||||||||||||||||
Basis of Presentation | ||||||||||||||||
The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. | ||||||||||||||||
It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended May 31, 2014 are not necessarily indicative of the results for the full fiscal year. For further information refer to the financial statements and notes included in the Company’s Form 10-K for the year ended August 31, 2013. | ||||||||||||||||
Principles of Consolidation | ||||||||||||||||
The consolidated financial statements include the accounts of IDS Industries, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of May 31, 2014 and August 31, 2013. | ||||||||||||||||
Basic Loss per Share | ||||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity | ||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | ||||||||||||||||
Inventories | ||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs. | ||||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||
We maintain an allowance for doubtful accounts for estimated losses that result from the failure or inability of our customers to make required payments. When determining the allowance, we consider the probability of recoverability of accounts receivable based on past experience. Accounts receivable may also be fully reserved for when specific collection issues are known to exist. The analysis of receivables is performed quarterly, and the allowances are adjusted accordingly. | ||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, inventory, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | ||||||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | ||||||||||||||||
· | Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | |||||||||||||||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||||
The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of May 31, 2014. | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | — | $ | 221,767 | $ | — | $ | 221,767 | ||||||||
Stock-Based Compensation | ||||||||||||||||
We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the Company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. | ||||||||||||||||
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. During the year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. As of May 31, 2014 a total of $461,719 has been expensed, and $5,729 remains in deferred stock compensation expense. During the nine months ended May 31, 2014, the Company issued 6,120,000 shares of common stock valued at $137,035 to non-employees. As of May 31, 2014 a total of $34,447 has been expensed, and $102,588 remains in deferred stock compensation expense. | ||||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. During the nine months ended May 31, 2014, the Company issued 6,500,000 shares of common stock valued at $81,250 to its CEO. | ||||||||||||||||
Income Taxes | ||||||||||||||||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at May 31, 2014 and August 31, 2013. | ||||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||||
Revenue Recognition | ||||||||||||||||
Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | ||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
NOTE_RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
31-May-14 | |
Receivables [Abstract] | ' |
NOTE RECEIVABLE | ' |
On August 15, 2013, the Company executed a Note Receivable for $77,307 for funds that it had advanced to another company owned by the former CEO. The note bears interest at 8% and was to mature in ninety days. During the nine months ended May 31, 2014, $39,764 and $1,500 was paid back on the principal and interest, respectively on this loan. As of May 31, 2014, the note has accrued $5,429 in interest. The repayment terms on this note are currently being renegotiated. |
PREPAIDS_AND_OTHER_CURRENT_ASS
PREPAIDS AND OTHER CURRENT ASSETS | 9 Months Ended | |||||||
31-May-14 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
PREPAIDS AND OTHER CURRENT ASSETS | ' | |||||||
Prepaid expenses and other current assets consisted of the following at: | ||||||||
31-May-14 | August 31,2013 | |||||||
Prepaid consulting | $ | — | $ | 64,824 | ||||
Other assets | 7,007 | — | ||||||
Unamortized original issue discount | 8,581 | 6,762 | ||||||
Deferred financing costs | 7,573 | 8,610 | ||||||
Total prepaid expenses and other current assets | $ | 23,161 | $ | 80,196 |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||||||||||
On October 12, 2012, the Company executed a promissory note with Argent Offset, LLC for $20,000. The note bears interest at 18% and was due on or before January 10, 2013. On February 27, 2013, a new convertible promissory note was executed for $33,850. The note bears interest at 18% compounded monthly and is due August 26, 2013. The new note amends and replaces in its entirety the note dated October 12, 2012. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $0.11. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $18,464. This amount has been recorded as a discount against the outstanding balance of the note. The discount was amortized to interest expense over the life of the debt using the effective interest method. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 amounted to $18,464. In addition, the note included one warrant giving the holder the right to purchase 50,000 shares of common stock at a price of $0.20 per share for a period of three years. As required by ASC 470-20 the Company valued the warrant and recorded a debt discount to additional paid in capital in the amount of $3,690 based on the discount to market available at the time of issuance. The discount was to be amortized over the life of the loan to interest expense. As of August 31, 2013, $3,690 has been amortized to interest expense. On November 26, 2013, an agreement of temporary forbearance was executed in which for a $1,000 fee the lender agreed to waive any default until December 15, 2013. On January 10, 2014, another agreement of temporary forbearance was executed in which for a $500 fee the lender agreed to waive any default until March 20, 2014. On February 4, 2014, $2,500 was repaid on the note and on February 20, 2014, $20,000 of the principal was converted into 2,857,143 shares of common stock at $.007 per share which resulted in a loss on conversion of debt of $18,571. On March 10, 2014 the remaining principal and interest totaling $21,923 was converted into 3,131,792 shares of common stock at $.0632 per share which resulted in a loss on conversion of debt of $176,006. | |||||||||||||||||
On December 3, 2012, the Company executed a convertible promissory note with Steven J. Caspi (“Caspi”) for $125,000. The note bears interest at 5% and was due on or before November 30, 2013. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $1.25. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $60,000. This amount has been recorded as a discount against the outstanding balance of the note. The discount is being amortized to interest expense over the life of the debt using the effective interest method. The note also issued one warrant giving the holder the right to purchase 15,625 shares of common stock at a price of $2.00 per share for a period of five years. As required by ASC 470-20 the Company recorded a debt discount to additional paid in capital in the amount of $16,455 based on the discount to market available at the time of issuance. The discount has been fully amortized to interest expense. On March 10, 2014, the Company executed a forbearance agreement with the lender modifying the terms of the original agreement. Per the new agreement the conversion price was changed to $0.005 per share and the due date was extended to November 30, 2014. As a result to the new conversion price the Company recorded an additional debt discount of $48,539. The additional discount will be amortized over the remaining term of the note. On March 21, 2014, $25,000 of the note was converted into 5,000,000 shares of common stock. The note is shown net of a debt discount of $23,228 and the note has accrued interest of $9,411. | |||||||||||||||||
On March 20, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before December 26, 2013. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $49,939 based on the Black Scholes Merton pricing model. During the nine months ended May 31, 2014, the total principal of $32,500 and accrued interest of $1,300 was converted into 6,143,590 shares of common stock. As a result of the conversion $8,125 of the remaining debt discount was expensed and the company recognized a gain on derivative liability of $35,600. | |||||||||||||||||
On April 4, 2013, the Company executed a convertible promissory note for $15,500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before January 8, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $15,500 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $21,610 based on the Black Scholes Merton pricing model. During the nine months ended May 31, 2014, the total principal of $15,500 and accrued interest of $620 was converted into 3,526,087 shares of common stock. As a result of the conversion $6,045 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $17,286. | |||||||||||||||||
On June 3, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before March 5, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Company recorded a debt discount in the amount of $32,500 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $34,945 based on the Black Scholes Merton pricing model. On February 25, 2014, principal of $14,200 was converted into 3,086,957 shares of common stock. During the nine months ended May 31, 2014, the total principal of $32,500 and accrued interest of $1,300 was converted into 7,347,826 shares of common stock. As a result of the conversion $2,865 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $78,028. | |||||||||||||||||
On June 19, 2013, the Company executed a Convertible Promissory Note (the “note”) with JMJ Financial (“JMJ”). The nominal principal sum of the Note is $300,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of JMJ. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 40% discount to the lowest trade price in the twenty five trading days prior to conversion. | |||||||||||||||||
The Company received its first payment from JMJ towards the loan of $55,000 on June 19, 2013. The Company recorded a debt discount in the amount of $60,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $75,507 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 134% volatility and a one year term to maturity. During the nine months ended May 31, 2014, principal of $11,351 and accrued interest of $7,944 was converted into 4,200,000 shares of common stock. As a result of the conversion $3,452 of the debt discount was accelerated and expensed. On March 19, 2014; the remaining principal of $20,900 was converted into 3,800,000 shares of common stock. As a result of the conversion the remaining $14,614 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $241,878. | |||||||||||||||||
On August 5, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before May 7, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. During March 2014 the principal of $32,500 and $1,300 of accrued interest was converted into 6,830,508 shares of common stock. As a result of the conversion the remaining $23,400 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $138,269. | |||||||||||||||||
The Company received its second payment from JMJ towards the loan of $25,000 on August 14, 2013. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $62,569 based on the Black Scholes Merton pricing model using the following attributes: .12% risk free rate, 144% volatility and a one year term to maturity. During the nine months ended May 31, 2014 the principal of $27,500 and $3,611 of accrued interest was converted into 7,000,000 shares of common stock. As a result of the conversion the remaining $6,932 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $126,070. | |||||||||||||||||
On September 16, 2013, the Company executed a convertible promissory note for $10,000 with Robert Hendrickson. The note bears interest at 10% per annum and is due on or before September 15, 2014. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 49% discount to the VWAP price for the ten trading days prior to conversion. The Company recorded a debt discount in the amount of $10,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $18,300 based on the Black Scholes Merton pricing model. As of February 28, 2014, $4,521 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $25,266 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $5,479 at February 28, 2014. On March 10, 2014, the original note of $10,000 plus a $1,000 OID was purchased by GCEF Opportunity Fund, LLC. | |||||||||||||||||
The Company received its third payment from JMJ towards the loan of $25,000 on September 30, 2013. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $70,390 based on the Black Scholes Merton pricing model using the following attributes: .10% risk free rate, 261% volatility and a one year term to maturity. As of May 31, 2014; $18,384 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $33,714 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $9,116 at May 31, 2014 and has accrued interest of $3,611. | |||||||||||||||||
On January 22, 2014, we obtained short term financing from Finiks Capital, LLC under a Promissory Note in the amount of $100,000 (the “Note”). The Note features an original issue discount of ten percent (10%) and has a face amount of $100,000. We will initially receive $20,000 from the Lender and will receive additional funds at the Lender’s sole discretion. The Note accrues no interest if the principal sum due is repaid within ninety days. The Note incurs interest one time at a rate of ten percent (10%) on the principal sum due, with all principal and interest due in full on the maturity date of one hundred eighty days from the date of issue. At any time, the Note may be converted, in whole or in part at the option of the holder, at a price per share of fifty-one percent (51%) of the average of the three lowest bid side prices in the ten trading days previous to the conversion. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $34,965 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 134% volatility and a six month term to maturity. As of May 31, 2014, $15,889 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $40,583 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $6,111 at May 31, 2014. Subsequent to May 31, 2014, the full amount of the note and accrued interest was converted to common stock. | |||||||||||||||||
On February 4, 2014, we obtained short term financing from GCEF Opportunity Fund, LLC under a Promissory Note in the amount of $33,000. The Note features an original issue discount of ten percent (10%) and we will therefore receive $30,000 in actual funding. The Note is due within forty-five days, with an additional fifteen day grace period. As an additional loan fee, we have agreed to issue the Lender 2,000,000 shares of our common stock. These shares were valued at $0.0188, the closing market price on the day of issuance for total non-cash expense of $37,600. If the Note is not repaid by the maturity date, it shall be converted into 3,465,000 shares of our common stock, representing conversion of the principal, the original issue discount, and an interest at the rate of fifteen percent (15%) into common stock at a price of $0.01 per share. On March 31, 2014, $15,000 was repaid on the note. Subsequent to May 31, 2014, the remaining principal and interest on the note was converted to common stock. | |||||||||||||||||
On February 26, 2014, The Company received an additional $20,000 from Finiks Capital. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $47,295 based on the Black Scholes Merton pricing model using the following attributes: .08% risk free rate, 212% volatility and a six month term to maturity. As of May 31, 2014, $11,489 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $33,247 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $10,511 at May 31, 2014. Subsequent to May 31, 2014, the full amount of the note and accrued interest was converted to common stock. | |||||||||||||||||
On March 7, 2014, the Company executed a convertible promissory note for $73,000 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before December 3, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of May 31, 2014 is $1,376. | |||||||||||||||||
On March 19, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc . The note bears interest at 8% per annum and is due on or before December 26, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of May 31, 2014 is $802. | |||||||||||||||||
On May 20, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before December 26, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of May 31, 2014 is $360. | |||||||||||||||||
The Company received its fourth payment from JMJ towards the loan of $40,000 on April 17, 2014. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $104,127 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 214% volatility and a one year term to maturity. As of May 31, 2014; $5,304 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $66,695 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $38,696 at May 31, 2014. | |||||||||||||||||
On March 5, 2014, the Company executed a Convertible Promissory Note (the “note”) with Black Mountain Equities, Inc. (“Black Mountain”). The nominal principal sum of the Note is $250,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of Black Mountain. The Note is convertible into common stock in whole or in part at a variable conversion price equal to the lessor of $0.025 or a 60% discount to the lowest trade price in the twenty five trading days prior to conversion. The Company received its first payment towards the loan of $25,000. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $110,515 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 193% volatility and a one year term to maturity. As of May 31, 2014; $6,555 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $36,409 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $20,945 at May 31, 2014. | |||||||||||||||||
A summary of the status of the Company’s debt discounts, derivative liabilities and original issue discounts, and changes during the periods is presented below: | |||||||||||||||||
Debt Discount | 31-Aug-13 | Additions | Amortization | 31-May-14 | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 32,500 | (32,500 | ) | $ | — | |||||||||
Asher – 4/4/13 | — | 15,500 | (15,500 | ) | — | ||||||||||||
Asher – 6/3/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Asher – 8/5/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Black Mountain – 3/5/14 | — | 27,500 | (6,555 | ) | 20,945 | ||||||||||||
Caspi | 19,480 | 48,539 | (42,769 | ) | 25,250 | ||||||||||||
Finiks – 1/21/14 | — | 22,000 | (15,888 | ) | 6,112 | ||||||||||||
Finiks – 2/26/14 | — | 22,000 | (11,488 | ) | 10,512 | ||||||||||||
GCEF Opportunity | — | 11,769 | (11,769 | ) | — | ||||||||||||
Hendrickson – 9/16/13 | — | 10,000 | (10,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (48,234 | ) | — | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (20,644 | ) | 5,500 | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (18,384 | ) | 9,116 | ||||||||||||
JMJ – 4/17/14 | — | 44,000 | (5,304 | ) | 38,696 | ||||||||||||
$ | 93,858 | $ | 326,308 | $ | (304,035 | ) | $ | 116,131 | |||||||||
Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on 5/31/14 | Change in fair value of Derivative | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 49,939 | $ | — | $ | (49,939 | ) | ||||||||
Asher – 4/4/13 | — | 21,610 | — | (21,610 | ) | ||||||||||||
Asher – 6/3/13 | — | 34,945 | — | (34,945 | ) | ||||||||||||
Asher – 8/5/13 | — | 155,554 | — | (155,554 | ) | ||||||||||||
Black Mountain – 3/5/14 | — | 110,515 | 36,409 | (74,106 | ) | ||||||||||||
Finiks – 1/21/14 | — | 34,965 | 40,583 | 5,618 | |||||||||||||
Finiks – 2/26/14 | — | 47,295 | 33,247 | (14,048 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | — | (18,300 | ) | ||||||||||||
JMJ – 6/19/13 | 102,245 | — | — | (102,245 | ) | ||||||||||||
JMJ – 8/14/13 | 46,625 | — | 11,119 | (35,506 | ) | ||||||||||||
JMJ – 9/30/13 | — | 70,390 | 33,714 | (36,676 | ) | ||||||||||||
JMJ - 4/17/14 | — | 104,127 | 66,695 | (37,432 | ) | ||||||||||||
$ | 148,870 | $ | 647,640 | $ | 221,767 | $ | 574,743 | ||||||||||
Original Issue Discount | 31-Aug-13 | Additions | Amortization | 31-May-14 | |||||||||||||
Black Mountain – 3/5/14 | $ | $ | 2,500 | $ | (465 | ) | $ | 2,035 | |||||||||
Finiks – 1/21/14 | — | 2,000 | (1,444 | ) | 556 | ||||||||||||
Finiks – 2/26/14 | — | 2,000 | (1,044 | ) | 956 | ||||||||||||
GCEF Opportunity | — | 3,000 | (3,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 4,385 | — | (4,159 | ) | 226 | ||||||||||||
JMJ – 8/14/13 | 2,377 | — | (1,890 | ) | 487 | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (1,685 | ) | 815 | ||||||||||||
JMJ – 4/17/14 | — | 4,000 | (493 | ) | 3,507 | ||||||||||||
$ | 6,762 | $ | 16,000 | $ | (14,180 | ) | $ | 8,582 |
NOTES_PAYABLE
NOTES PAYABLE | 9 Months Ended |
31-May-14 | |
Debt Disclosure [Abstract] | ' |
NOTES PAYABLE | ' |
On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of $5,000. Subsequent to May 31, 2014, the loan was extended with no specific terms of repayment. | |
On June 15, 2013, the Company executed a promissory note for $15,000 with a shareholder. The note bears interest at 10% and was due within ninety days. As of May 31, 2014 this note is still outstanding, is now past due and has accrued interest of $1,434. On October 15, 2013 the shareholder loaned the Company an additional $8,755. Accrued interest on this loan as of May 31, 2014 is $544. | |
As of May 31, 2014, the Company owed various shareholders $13,100 for advances made to cover certain operating costs. The loans accrue interest at 8% per annum and are due on demand. |
STOCK_WARRANTS
STOCK WARRANTS | 9 Months Ended | ||||||||||||||
31-May-14 | |||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||
STOCK WARRANTS | ' | ||||||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated February 27, 2013, the Company issued a warrant to purchase 50,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $2,044 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.20, 1.30% risk free rate, 64% volatility and expected life of the warrants of 3 years. | |||||||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated November 30, 2012, the Company issued a warrant to purchase 15,625 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $16,455 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $2.00, .63% risk free rate, 85.9% volatility and expected life of the warrants of 5 years. | |||||||||||||||
Pursuant to the terms and conditions of the convertible promissory note dated February 4, 2014, the Company issued a warrant to purchase 1,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $11,769 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.02, 1.46% risk free rate, 197.6% volatility and expected life of the warrants of 5 years. | |||||||||||||||
A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below: | |||||||||||||||
Shares available to purchase with warrants | Weighted | Weighted Average | |||||||||||||
Average Price | Fair Value | ||||||||||||||
Outstanding, August 31, 2013 | 65,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Issued | 1,000,000 | — | 0.018 | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, May 31, 2014 | 1,065,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Exercisable, May 31, 2014 | 1,065,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Range of Exercise Prices | Number Outstanding at 5/31/14 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
$0.20 - $2.00 | 1,065,625 | 5.3 years | $ | 0.06 | |||||||||||
COMMON_STOCK_TRANSACTIONS
COMMON STOCK TRANSACTIONS | 9 Months Ended |
31-May-14 | |
Equity [Abstract] | ' |
COMMON STOCK TRANSACTIONS | ' |
On May 8, 2013, the Company issued 99,996 shares of common stock to its former CFO, for services. The shares were valued using the closing stock price on the day of issuance of $0.093, for a total expense of $9,250. | |
On December 10, 2013, the company sold 1,333,333 shares of common stock to its CEO for total cash proceeds of $20,000. | |
During the nine months ended May 31, 2014, the Company issued a total of 5,988,935 shares of common stock to Argent Offset, LLC in conversion of total principal and interest of $41,923, (see Note 4). The conversions resulted in a total loss on conversion of debt of $194,577. | |
On February 7, 2014, the Company issued 6,500,000 shares of common stock to its CEO, for services. The shares were valued using the closing stock price on the day of issuance of $0.0125, for a total expense of $81,250. | |
On March 18, 2014, the Company issued 2,298,000 shares of common stock to GCEF Opportunity Fund in conversion of total principal and interest of $11,490. | |
On March 21, 2014, the Company issued 5,000,000 shares of common stock to Steven Caspi in conversion of $25,000 of the $125,000 note held by him. | |
During the nine months ended May 31, 2014, the Company issued a total of 23,848,014 shares of common stock to Asher Enterprises, Inc. in conversion of total principal and interest of $117,520 (see Note 4). | |
During the nine months ended May 31, 2014, the Company issued a total of 15,000,000 shares of common stock to JMJ Financial in conversion of total principal and interest of $89,645 (see Note 4). | |
During the nine months ended May 31, 2014, the Company issued a total of 8,120,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance, for a total expense of $72,047. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
31-May-14 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
On May 8, 2013, the Company issued 99,996 shares of common stock to its former CFO, for services. The shares were valued using the closing stock price on the day of issuance of $0.093, for a total expense of $9,250. | |
On December 10, 2013, the Company sold 1,333,333 shares of common stock to its CEO for total cash proceeds of $20,000. | |
On February 7, 2014, Company issued 6,500,000 shares of common stock to its CEO, for services. The shares were valued using the closing stock price on the day of issuance of $0.0125, for a total expense of $81,250. | |
Notes Payable | |
On May 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998, $2,150 of which has been repaid. The note bears interest at 5% and was due November 30, 2013. As of May 31, 2014 the due date on the note was extended with no specific terms. Total accrued interest on the note is $17,885. |
SIGNIFICANT_EVENTS
SIGNIFICANT EVENTS | 9 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
SIGNIFICANT EVENTS | ' |
On February 6, 2014, our newly-formed subsidiary, Propel Management Group, Inc., entered into a Master Services Agreement (the “Agreement”) with Californians for Marijuana Legalization and Control (CMLC). Under the Agreement, we will be responsible for overseeing a fundraising effort through telemarketing, e-mail and online to support passage in California of the proposed Marijuana Control, Legalization, and Revenue Act of 2014. In addition, we shall coordinate the gathering of signatures for petitions to place the proposed Act on the ballot in California. We are to be compensated at a rate of $2.75 per petition signature gathered before March 24, 2014 and $3.75 per signature gathered thereafter. In addition, we shall be compensated at a rate of 80% of all contributions generated up to $100,000, 60% of the second $100,000 in contributions, and 43% of contributions generated thereafter. | |
In mid-April 2014 CMLC made a decision to postpone the pursuit of the target of 800,000 signatures by April 24, 2014 to qualify the proposed Act for the California ballot for this November. Instead they will focus on the higher volume and younger age turnout that is associated with the Presidential election terms like this next November 2016 elections. Furthermore, negotiations are proceeding as planned to retain Propel Management Group for the California legalization 2016 initiative which would be a contract allowing PMG to expand the service of coordinating through multiple Call Centers and raising funds through November of 2016 at the levels defined for the previous 2014 initiative. | |
. | |
In June 2014, Propel Management Group was again retained on a subsequent contract by this same group for the education, rallying voters and raising funds for Medical Marijuana Dispensaries initiative in San Jose, CA referred to as Control & Regulation San Jose (CRSJ). | |
On March 31, Propel Management Group (PMG) engaged in discussion with Aja Cannafacturing (AJA), to develop and launch one of the first licensed medical marijuana processors in the state of Nevada. Upon the successful licensing and launch of the facility it is under consideration that AJA would become a subsidiary of IDST as a term of the contract. If the signing of this agreement proceeds, PMG would discontinue pursuing the acquisition of MiCannaLabs.com which was publicly announced on March 11, 2014. Due to legal technicalities, principals of any cannabis or hemp testing facility must not have any interest in any growing and manufacturing facility according to Nevada state law. (Update): Given the short window of time for application submission and the exorbitant cost the IDST Board decided to not pursue licensing in Clark County at this time however, we will continue to pursue such opportunities as they arise in other NV Counties. |
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
31-May-14 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
As of May 31, 2014, the Company has a working capital deficit of $1,033,944, limited revenue and an accumulated deficit of $2,416,176. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to May 31, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described below. | |
Subsequent to May 31, 2014, the Company issued 3,930,000 shares of common stock to GCEF Opportunity Fund in conversion of $19,650 of principal and accrued interest. | |
Subsequent to May 31, 2014, the Company issued 4,500,000 shares of common stock to JMJ Financial in conversion of $20,250 of principal and accrued interest. | |
Subsequent to May 31, 2014, the Company issued 10,352,942 shares of common stock to Finiks Capital, LLC in conversion of $48,400 of principal and accrued interest. | |
On July 10, 2014 the company Board of Directors decided to purchase the name and the URL for Aja Cannafacturing. It has been decided to change the business model and business name to focus on the medicinal marijuana technology industry. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||||
31-May-14 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Nature of Business | ' | |||||||||||||||
IDS Industries, Inc. (“IDS” or the “Company”) is a GIIRS-rated “green” energy company that designs and develops solar and power management technologies and incorporates these into its manufacturing and distribution of solar-based portable power stations and other solar-based products for consumer, business, government, and disaster relief applications. We also offer a line of ‘Stationary” Energy Storage systems for residential, commercial and light industrial applications. Both the stationary and portable solar power generators will be under our Company brand name, Charge! Energy Storage. | ||||||||||||||||
The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc. | ||||||||||||||||
On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000. | ||||||||||||||||
As a result of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ. | ||||||||||||||||
Effective October 12, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.” | ||||||||||||||||
On January 7, 2013 we launched our planned new product line on a limited basis; with the initial model, the Solar Survivor. The Company continues to design and development other models of electric generators and power stations based on customer input and feedback. | ||||||||||||||||
Effective February 7, 2013, the board of directors approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split. | ||||||||||||||||
Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” The new name reflects the direction and focus of the Company more accurately given the full slate of products in advanced development including the battery management and energy storage fields. | ||||||||||||||||
On February 6, 2014, the board of directors approved the launch of Propel Management Group, Inc. (PMG) a new wholly owned subsidiary. The core competency of this consulting service includes developing and implementing Program Management in product development, service industry, distribution and logistics. The addition of PMG has already proven to translate in-house core competencies in to additional revenue stream opportunities for IDS Industries. | ||||||||||||||||
On March 10, 2014, the board of directors approved the launch of Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary. | ||||||||||||||||
Basis of Presentation | ' | |||||||||||||||
The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. | ||||||||||||||||
It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended May 31, 2014 are not necessarily indicative of the results for the full fiscal year. For further information refer to the financial statements and notes included in the Company’s Form 10-K for the year ended August 31, 2013. | ||||||||||||||||
Principles of Consolidation | ' | |||||||||||||||
The consolidated financial statements include the accounts of IDS Industries, Inc. and its wholly-owned subsidiary Propel Management Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of May 31, 2014 and August 31, 2013. | ||||||||||||||||
Basic Loss per Share | ' | |||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity | ||||||||||||||||
Concentrations of Credit Risk | ' | |||||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | ||||||||||||||||
Inventories | ' | |||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs. | ||||||||||||||||
Allowance for Doubtful Accounts | ' | |||||||||||||||
We maintain an allowance for doubtful accounts for estimated losses that result from the failure or inability of our customers to make required payments. When determining the allowance, we consider the probability of recoverability of accounts receivable based on past experience. Accounts receivable may also be fully reserved for when specific collection issues are known to exist. The analysis of receivables is performed quarterly, and the allowances are adjusted accordingly. | ||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, inventory, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | ||||||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | ||||||||||||||||
· | Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | |||||||||||||||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||||
The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of May 31, 2014. | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | — | $ | 221,767 | $ | — | $ | 221,767 | ||||||||
Stock-Based Compensation | ' | |||||||||||||||
We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the Company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. | ||||||||||||||||
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. During the year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. As of May 31, 2014 a total of $461,719 has been expensed, and $5,729 remains in deferred stock compensation expense. During the nine months ended May 31, 2014, the Company issued 6,120,000 shares of common stock valued at $137,035 to non-employees. As of May 31, 2014 a total of $34,447 has been expensed, and $102,588 remains in deferred stock compensation expense. | ||||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. During the nine months ended May 31, 2014, the Company issued 6,500,000 shares of common stock valued at $81,250 to its CEO. | ||||||||||||||||
Income Taxes | ' | |||||||||||||||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at May 31, 2014 and August 31, 2013. | ||||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | ||||||||||||||||
Revenue Recognition | ' | |||||||||||||||
Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | ||||||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
PREPAIDS_AND_OTHER_CURRENT_ASS1
PREPAIDS AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended | |||||||
31-May-14 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Prepaids and Other Current Assets | ' | |||||||
31-May-14 | August 31,2013 | |||||||
Prepaid consulting | $ | — | $ | 64,824 | ||||
Other assets | 7,007 | — | ||||||
Unamortized original issue discount | 8,581 | 6,762 | ||||||
Deferred financing costs | 7,573 | 8,610 | ||||||
Total prepaid expenses and other current assets | $ | 23,161 | $ | 80,196 |
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Changes in Debt Discount | ' | ||||||||||||||||
Debt Discount | 31-Aug-13 | Additions | Amortization | 31-May-14 | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 32,500 | (32,500 | ) | $ | — | |||||||||
Asher – 4/4/13 | — | 15,500 | (15,500 | ) | — | ||||||||||||
Asher – 6/3/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Asher – 8/5/13 | — | 32,500 | (32,500 | ) | — | ||||||||||||
Black Mountain – 3/5/14 | — | 27,500 | (6,555 | ) | 20,945 | ||||||||||||
Caspi | 19,480 | 48,539 | (42,769 | ) | 25,250 | ||||||||||||
Finiks – 1/21/14 | — | 22,000 | (15,888 | ) | 6,112 | ||||||||||||
Finiks – 2/26/14 | — | 22,000 | (11,488 | ) | 10,512 | ||||||||||||
GCEF Opportunity | — | 11,769 | (11,769 | ) | — | ||||||||||||
Hendrickson – 9/16/13 | — | 10,000 | (10,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 48,234 | — | (48,234 | ) | — | ||||||||||||
JMJ – 8/14/13 | 26,144 | — | (20,644 | ) | 5,500 | ||||||||||||
JMJ – 9/30/13 | — | 27,500 | (18,384 | ) | 9,116 | ||||||||||||
JMJ – 4/17/14 | — | 44,000 | (5,304 | ) | 38,696 | ||||||||||||
$ | 93,858 | $ | 326,308 | $ | (304,035 | ) | $ | 116,131 | |||||||||
Changes in Derivative Liabilities | ' | ||||||||||||||||
Derivative Liabilities | 31-Aug-13 | Initial Valuation | Revaluation on 5/31/14 | Change in fair value of Derivative | |||||||||||||
Asher – 3/20/13 | $ | — | $ | 49,939 | $ | — | $ | (49,939 | ) | ||||||||
Asher – 4/4/13 | — | 21,610 | — | (21,610 | ) | ||||||||||||
Asher – 6/3/13 | — | 34,945 | — | (34,945 | ) | ||||||||||||
Asher – 8/5/13 | — | 155,554 | — | (155,554 | ) | ||||||||||||
Black Mountain – 3/5/14 | — | 110,515 | 36,409 | (74,106 | ) | ||||||||||||
Finiks – 1/21/14 | — | 34,965 | 40,583 | 5,618 | |||||||||||||
Finiks – 2/26/14 | — | 47,295 | 33,247 | (14,048 | ) | ||||||||||||
Hendrickson – 9/16/13 | — | 18,300 | — | (18,300 | ) | ||||||||||||
JMJ – 6/19/13 | 102,245 | — | — | (102,245 | ) | ||||||||||||
JMJ – 8/14/13 | 46,625 | — | 11,119 | (35,506 | ) | ||||||||||||
JMJ – 9/30/13 | — | 70,390 | 33,714 | (36,676 | ) | ||||||||||||
JMJ - 4/17/14 | — | 104,127 | 66,695 | (37,432 | ) | ||||||||||||
$ | 148,870 | $ | 647,640 | $ | 221,767 | $ | 574,743 | ||||||||||
Changes In Original Issue Discounts | ' | ||||||||||||||||
Original Issue Discount | 31-Aug-13 | Additions | Amortization | 31-May-14 | |||||||||||||
Black Mountain – 3/5/14 | $ | $ | 2,500 | $ | (465 | ) | $ | 2,035 | |||||||||
Finiks – 1/21/14 | — | 2,000 | (1,444 | ) | 556 | ||||||||||||
Finiks – 2/26/14 | — | 2,000 | (1,044 | ) | 956 | ||||||||||||
GCEF Opportunity | — | 3,000 | (3,000 | ) | — | ||||||||||||
JMJ – 6/19/13 | 4,385 | — | (4,159 | ) | 226 | ||||||||||||
JMJ – 8/14/13 | 2,377 | — | (1,890 | ) | 487 | ||||||||||||
JMJ – 9/30/13 | — | 2,500 | (1,685 | ) | 815 | ||||||||||||
JMJ – 4/17/14 | — | 4,000 | (493 | ) | 3,507 | ||||||||||||
$ | 6,762 | $ | 16,000 | $ | (14,180 | ) | $ | 8,582 |
STOCK_WARRANTS_Tables
STOCK WARRANTS (Tables) | 9 Months Ended | ||||||||||||||
31-May-14 | |||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||
Schedule Of Stockholders Equity Warrants | ' | ||||||||||||||
Shares available to purchase with warrants | Weighted | Weighted Average | |||||||||||||
Average Price | Fair Value | ||||||||||||||
Outstanding, August 31, 2013 | 65,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Issued | 1,000,000 | — | 0.018 | ||||||||||||
Exercised | — | — | — | ||||||||||||
Forfeited | — | — | — | ||||||||||||
Expired | — | — | — | ||||||||||||
Outstanding, May 31, 2014 | 1,065,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Exercisable, May 31, 2014 | 1,065,625 | $ | 0.06 | $ | 0.03 | ||||||||||
Schedule Of Stockholders Equity Warrants Changes | ' | ||||||||||||||
Range of Exercise Prices | Number Outstanding at 5/31/14 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
$0.20 - $2.00 | 1,065,625 | 5.3 years | $ | 0.06 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | |
31-May-14 | Aug. 31, 2013 | Jul. 18, 2011 | |
Date of Incorporation | 2-May-11 | ' | ' |
Fiscal Year End | '--08-31 | ' | ' |
Common Stock, Issued | 102,401,393 | 34,313,114 | 10,000,000 |
Membership Interest Acquired in SOI Nevada, LLC | ' | ' | 100.00% |
Forward Split Ratio | ' | 112 | ' |
Cash | $0 | $0 | ' |
Derivative liability | 221,767 | 148,870 | ' |
Common shares issued for services, shares | 6,120,000 | 3,157,750 | ' |
Common shares issued for services, amount | 137,035 | 467,448 | ' |
Prepaid consulting expense | 34,447 | 461,719 | ' |
Deferred stock compensation expense | 102,588 | 5,729 | ' |
Common shares issued to CEO, shares | 6,500,000 | ' | ' |
Common shares issued to CEO, value | 81,250 | ' | ' |
Level II | ' | ' | ' |
Derivative liability | 221,767 | ' | ' |
Fair Value | ' | ' | ' |
Derivative liability | $221,767 | ' | ' |
NOTE_RECEIVABLE_Details_Narrat
NOTE RECEIVABLE (Details Narrative) (USD $) | 9 Months Ended | ||
31-May-14 | 31-May-13 | Aug. 31, 2013 | |
Receivables [Abstract] | ' | ' | ' |
Other receivable related party | $37,543 | ' | $77,307 |
Date entered into Note | '2013-08-15 | ' | ' |
Interest Rate | ' | ' | 8.00% |
Maturity Date | '90 days | ' | ' |
Amount paid back | 39,764 | ' | ' |
Interest receivable related party | 5,429 | ' | 2,612 |
Interest repaid | $1,500 | ' | ' |
PREPAIDS_AND_OTHER_CURRENT_ASS2
PREPAIDS AND OTHER CURRENT ASSETS - Prepaids and Other Current Assets (Details) (USD $) | 31-May-14 | Aug. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Prepaid consulting | ' | $64,824 |
Other assets | 7,007 | ' |
Unamortized original issue discount | 8,581 | 6,762 |
Deferred financing costs | 7,573 | 8,610 |
Total prepaids and other current assets | $23,161 | $80,196 |
CONVERTIBLE_NOTES_PAYABLE_Chan
CONVERTIBLE NOTES PAYABLE - Changes in Debt Discount (Details) (USD $) | 31-May-14 | Aug. 31, 2013 |
Debt Discount, unamortized | $116,131 | $93,858 |
Asher Loan | ' | ' |
Debt Discount, unamortized | 32,500 | ' |
Promissory Note, interest expense | -32,500 | ' |
Debt Discount, amortized | ' | ' |
Asher Loan 2 | ' | ' |
Debt Discount, unamortized | 15,500 | ' |
Promissory Note, interest expense | -15,500 | ' |
Debt Discount, amortized | ' | ' |
Asher Loan 3 | ' | ' |
Debt Discount, unamortized | 32,500 | ' |
Promissory Note, interest expense | -32,500 | ' |
Debt Discount, amortized | ' | ' |
Asher Loan 4 | ' | ' |
Debt Discount, unamortized | 32,500 | ' |
Promissory Note, interest expense | -32,500 | ' |
Debt Discount, amortized | ' | ' |
Black Mountain | ' | ' |
Debt Discount, unamortized | 27,500 | ' |
Promissory Note, interest expense | -6,555 | ' |
Debt Discount, amortized | 20,945 | ' |
Caspi | ' | ' |
Debt Discount, unamortized | 48,539 | ' |
Promissory Note, interest expense | -42,769 | ' |
Debt Discount, amortized | 25,250 | 19,480 |
Finiks Loan | ' | ' |
Debt Discount, unamortized | 22,000 | ' |
Promissory Note, interest expense | -15,888 | ' |
Debt Discount, amortized | 6,112 | ' |
Finiks Loan 2 | ' | ' |
Debt Discount, unamortized | 22,000 | ' |
Promissory Note, interest expense | -11,488 | ' |
Debt Discount, amortized | 10,512 | ' |
GCEF Oppurtunity | ' | ' |
Debt Discount, unamortized | 11,769 | ' |
Promissory Note, interest expense | -11,769 | ' |
Debt Discount, amortized | ' | ' |
Convert Prom Hendrickson | ' | ' |
Debt Discount, unamortized | 5,479 | ' |
Promissory Note, interest expense | -10,000 | ' |
Debt Discount, amortized | 4,521 | ' |
JMJ Loan 1 | ' | ' |
Debt Discount, unamortized | 6,932 | ' |
Promissory Note, interest expense | -48,234 | ' |
Debt Discount, amortized | ' | 48,234 |
JMJ Loan 2 | ' | ' |
Debt Discount, unamortized | 9,116 | ' |
Promissory Note, interest expense | -20,664 | ' |
Debt Discount, amortized | 18,384 | 26,144 |
JMJ Loan 3 | ' | ' |
Debt Discount, unamortized | 27,500 | ' |
Promissory Note, interest expense | -18,384 | ' |
Debt Discount, amortized | 9,116 | ' |
JMJ Loan 4 | ' | ' |
Debt Discount, unamortized | 44,000 | ' |
Promissory Note, interest expense | -5,304 | ' |
Debt Discount, amortized | 38,696 | ' |
Debt Discount Totals | ' | ' |
Debt Discount, unamortized | 326,308 | ' |
Promissory Note, interest expense | -304,035 | ' |
Debt Discount, amortized | $116,131 | $93,858 |
CONVERTIBLE_NOTES_PAYABLE_Chan1
CONVERTIBLE NOTES PAYABLE - Changes in Derivative Liabilities (Details) (USD $) | 31-May-14 | Aug. 31, 2013 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | Aug. 31, 2013 | Aug. 31, 2013 | Jun. 19, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 |
Asher Loan | Asher Loan 2 | Asher Loan 3 | Asher Loan 4 | Black Mountain | Finiks Loan | Finiks Loan 2 | Convert Prom Hendrickson | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 3 | JMJ Loan 4 | Derivative Liabilities Totals | Asher Loan | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | Derivative Liabilities Totals | |||
Derivative liability | $221,767 | $148,870 | $49,939 | $21,610 | $34,945 | $155,554 | $110,515 | $34,965 | $47,295 | ' | $126,070 | ' | $70,390 | $104,127 | $647,640 | ' | ' | $62,569 | ' | $70,390 | $148,870 |
Derivative liability, fair value | ' | ' | ' | ' | ' | ' | 36,409 | 40,583 | 33,247 | 25,266 | ' | 33,714 | 33,714 | 66,695 | 221,767 | ' | ' | ' | ' | ' | ' |
Gain (loss) on derivative liability | ' | ' | ($49,939) | ($21,610) | ($34,945) | ($155,554) | ($74,106) | $5,618 | ($14,048) | ($18,300) | ($102,245) | ($35,506) | ($36,676) | ($37,432) | $574,743 | ' | $102,245 | ' | $46,625 | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_Chan2
CONVERTIBLE NOTES PAYABLE - Changes In Original Issue Discounts (Details) (USD $) | 31-May-14 | Aug. 31, 2013 |
Black Mountain | ' | ' |
Original Issue Discount | 10.00% | ' |
Original Issue Discount, value | $2,500 | ' |
Original Issue Discount, amortization | -465 | ' |
Gain (loss) on original issue discount | 2,035 | ' |
Finiks Loan | ' | ' |
Original Issue Discount | 10.00% | ' |
Original Issue Discount, value | 2,000 | ' |
Original Issue Discount, amortization | -1,444 | ' |
Gain (loss) on original issue discount | 556 | ' |
Finiks Loan 2 | ' | ' |
Original Issue Discount | 10.00% | ' |
Original Issue Discount, value | 2,000 | ' |
Original Issue Discount, amortization | -1,044 | ' |
Gain (loss) on original issue discount | 956 | ' |
GCEF Oppurtunity | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, value | 3,000 | ' |
Original Issue Discount, amortization | -3,000 | ' |
Gain (loss) on original issue discount | ' | ' |
JMJ Loan 1 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, amortization | -4,159 | ' |
Gain (loss) on original issue discount | 226 | 4,385 |
JMJ Loan 2 | ' | ' |
Original Issue Discount | 10.00% | 10.00% |
Original Issue Discount, amortization | -1,890 | ' |
Gain (loss) on original issue discount | 487 | 2,377 |
JMJ Loan 3 | ' | ' |
Original Issue Discount | 10.00% | ' |
Original Issue Discount, value | 2,500 | ' |
Original Issue Discount, amortization | -1,685 | ' |
Gain (loss) on original issue discount | 815 | ' |
Original Issue Discounts Totals | ' | ' |
Original Issue Discount, value | 16,000 | ' |
Original Issue Discount, amortization | -14,180 | ' |
Gain (loss) on original issue discount | $8,582 | 6,762 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 | Aug. 31, 2013 | Mar. 10, 2014 | Feb. 20, 2014 | Feb. 04, 2014 | Jan. 10, 2014 | Aug. 31, 2013 | Mar. 21, 2014 | Mar. 10, 2014 | 31-May-14 | Aug. 31, 2013 | 31-May-14 | Aug. 31, 2013 | 31-May-14 | 31-May-14 | Jan. 22, 2014 | Feb. 04, 2014 | Feb. 26, 2014 | 31-May-14 | Nov. 26, 2013 | Feb. 27, 2013 | Oct. 12, 2012 | Dec. 03, 2012 | 31-May-14 | Mar. 20, 2013 | 31-May-14 | Apr. 04, 2013 | 31-May-14 | Feb. 25, 2014 | Jun. 03, 2013 | 31-May-14 | Mar. 19, 2014 | Jun. 19, 2013 | 31-May-14 | Aug. 05, 2013 | Jun. 19, 2013 | Sep. 30, 2013 | Sep. 16, 2013 | Mar. 07, 2014 | Mar. 20, 2014 | Mar. 19, 2014 | Apr. 14, 2014 | Mar. 31, 2014 | Mar. 05, 2014 | |
Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Individual 2 | Promissory Note Individual 2 | JMJ Loan 1 | JMJ Loan 1 | JMJ Loan 2 | JMJ Loan 2 | Convert Prom Hendrickson | Finiks Promissory Note | Finiks Promissory Note | GCEF Oppurtunity Promissory Note | Finiks Promissory Note 2 | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Argent Offset LLC | Promissory Note Individual 2 | Promissory Note Investor | Promissory Note Investor | Promissory Note Investor 2 | Promissory Note Investor 2 | Promissory Note Investor 3 | Promissory Note Investor 3 | Promissory Note Investor 3 | Convert Prom Note JMJ | Convert Prom Note JMJ | Convert Prom Note JMJ | Promissory Note Investor 4 | Promissory Note Investor 4 | JMJ Loan 1 | JMJ Loan 2 | Convert Prom Hendrickson | Asher Loan 5 | KMB Worldwide, Inc. | KMB Worldwide, Inc. | JMJ Loan 5 | Black Mountain Equities, Inc. | Black Mountain Equities, Inc. | ||||||
Promissory Note, amount | ' | $289,998 | ' | $289,998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | $33,000 | $20,000 | ' | ' | $33,850 | $20,000 | $125,000 | ' | $32,500 | ' | $15,500 | ' | ' | $32,500 | ' | ' | $300,000 | ' | $32,500 | ' | ' | $10,000 | $73,000 | $53,000 | $53,000 | $40,000 | ' | $250,000 |
Promissory Note, interest rate | ' | 5.00% | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | 18.00% | 18.00% | 5.00% | ' | 8.00% | ' | 8.00% | ' | ' | 8.00% | ' | ' | ' | ' | 8.00% | ' | ' | 10.00% | 8.00% | 8.00% | 8.00% | ' | ' | ' |
Promissory Note, initial amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -48,234 | ' | -20,664 | ' | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,375 | ' | 17,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, right to purchase, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | 15,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, right to purchase, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid in capital | 1,388,148 | ' | 1,388,148 | ' | 639,889 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,690 | ' | 16,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | -123,289 | ' | -304,035 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 43,069 | 17,885 | 43,069 | 17,885 | 19,990 | ' | ' | ' | ' | 3,690 | 9,411 | ' | 3,611 | ' | 3,611 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300 | ' | 620 | ' | 1,300 | ' | ' | 7,944 | ' | ' | 13,000 | ' | ' | ' | ' | 1,376 | 360 | 802 | ' | ' | ' |
Debt Discount | 116,131 | ' | 116,131 | ' | 93,858 | ' | ' | ' | ' | ' | 23,228 | 48,539 | 6,932 | ' | 9,116 | ' | 5,479 | 6,111 | 22,000 | ' | 10,511 | ' | ' | ' | ' | ' | 8,125 | ' | 6,045 | 15,500 | 2,865 | ' | 32,500 | 60,500 | 14,614 | ' | 234,000 | ' | 27,500 | 27,500 | 10,000 | ' | ' | ' | 38,696 | 20,945 | 27,500 |
Debt Discount, amortized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,234 | 18,384 | 26,144 | 4,521 | 15,889 | ' | ' | 11,489 | ' | ' | ' | ' | ' | ' | 32,500 | ' | ' | ' | ' | ' | 45,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,304 | 6,555 | ' |
Promissory Note, conversion feature value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,464 | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.11 | ' | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 |
Promissory Note, convertible feature discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | ' | 49.00% | ' | ' | 49.00% | ' | ' | 40.00% | ' | 49.00% | ' | ' | 49.00% | 49.00% | 49.00% | 49.00% | ' | ' | ' |
Lender Fee paid | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Loan payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | 10.00% | ' | 10.00% |
Derivative liability | 221,767 | ' | 221,767 | ' | 148,870 | ' | ' | ' | ' | ' | ' | ' | 126,070 | ' | ' | ' | ' | ' | 34,965 | ' | 47,295 | ' | ' | ' | ' | ' | 35,600 | 49,939 | 17,286 | 21,610 | ' | ' | 34,945 | 75,507 | ' | ' | 138,269 | ' | 62,569 | 70,390 | 18,300 | ' | ' | ' | 104,127 | ' | ' |
Derivative liability, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,714 | ' | 25,266 | 10,583 | ' | ' | 33,247 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,028 | ' | ' | 241,878 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,695 | 36,409 | 110,515 |
Repayment on note | ' | 2,150 | ' | 2,150 | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 |
Promissory Note, principal amount | ' | ' | ' | ' | ' | 21,923 | 20,000 | ' | ' | ' | 25,000 | ' | 27,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,500 | ' | 15,550 | ' | 32,500 | 14,200 | ' | 11,351 | 20,900 | ' | 32,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, issued | ' | ' | ' | ' | ' | 3,131,792 | 2,857,143 | ' | ' | ' | 5,000,000 | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | 6,143,590 | ' | 3,526,087 | ' | 7,347,826 | 3,086,957 | ' | 4,200,000 | 3,800,000 | ' | 6,830,508 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, par value | ' | ' | ' | ' | ' | $0.06 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, non cash expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, issued, if not repaid by maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, common shares, par value, if not repaid by maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Interest rate, if not repaid by maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | 812500.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on conversion of debt | ' | ' | 194,577 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, Purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 31-May-14 | Aug. 31, 2013 | 31-May-13 | 31-May-14 | 31-May-14 | Oct. 15, 2013 | 31-May-14 |
Promissory Note | Promissory Note 2 | Promissory Note 2 | Various Shareholders | ||||
Promissory Note, amount | ' | ' | $289,998 | $15,000 | $15,000 | $8,755 | $13,100 |
Promissory Note, interest rate | ' | ' | 5.00% | ' | 10.00% | ' | 8.00% |
Loan fee | ' | ' | ' | 5,000 | ' | ' | ' |
Promissory Note, due date | ' | ' | ' | 12-Aug-13 | 15-Sep-13 | ' | ' |
Accrued interest | $43,069 | $19,990 | $17,885 | ' | $1,434 | $544 | ' |
STOCK_WARRANTS_Schedule_Of_Sto
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants (Details) (USD $) | 9 Months Ended |
31-May-14 | |
Notes to Financial Statements | ' |
Beginning Balance, Shares available to purchase with warrants | 65,625 |
Beginning Balance, Weighted Average Price | $0.06 |
Beginning Balance, Weighted Average Fair Value | $0.03 |
Issued, Weighted Average Price | $1,000,000 |
Issued, Weighted Average Fair Value | $0.02 |
Ending Balance, Shares available to purchase with warrants | 1,065,625 |
Ending Balance, Weighted Average Price | $0.06 |
Ending Balance, Weighted Average Fair Value | $0.03 |
STOCK_WARRANTS_Schedule_Of_Sto1
STOCK WARRANTS - Schedule Of Stockholders Equity Warrants Changes (Details) (USD $) | 9 Months Ended |
31-May-14 | |
Notes to Financial Statements | ' |
Range of Exercise Prices, low | $0.20 |
Range of Exercise Prices, high | $2 |
Number Outstanding | 1,065,625 |
Weighted Average Remaining Contractual Life | '5 years 4 months |
Weighted Average Exercise Price | $0.06 |
STOCK_WARRANTS_Details_Narrati
STOCK WARRANTS (Details Narrative) (USD $) | Feb. 04, 2014 | Feb. 27, 2013 | Nov. 30, 2012 |
Notes to Financial Statements | ' | ' | ' |
Warrants, issued | 1,000,000 | 50,000 | 15,625 |
Aggregate fair value | $11,769 | $2,044 | $16,455 |
COMMON_STOCK_TRANSACTIONS_Deta
COMMON STOCK TRANSACTIONS (Details Narrative) (USD $) | 9 Months Ended | |||||||||||
31-May-14 | 31-May-13 | Aug. 31, 2013 | Jul. 18, 2011 | Feb. 07, 2014 | 8-May-10 | Dec. 10, 2013 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | Mar. 18, 2014 | |
CFO | CFO | CEO | Argent Offset, LLC | Asher Enterprises | JMJ Financial | Stock Issued for Services | Caspi | |||||
Common stock, issued | 102,401,393 | ' | 34,313,114 | 10,000,000 | 6,500,000 | 99,996 | 1,333,333 | 5,988,935 | 23,848,014 | 15,000,000 | 8,120,000 | 5,000,000 |
Common stock, par value | $0.00 | ' | $0.00 | ' | $0.01 | $0.09 | ' | ' | ' | ' | ' | ' |
Common stock, expense | ' | ' | ' | ' | $81,250 | $9,250 | ' | ' | ' | ' | $72,047 | ' |
Common stock, cash proceeds | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' |
Principal and interest expense | ' | ' | ' | ' | ' | ' | ' | 41,923 | 117,520 | 89,645 | ' | 25,000 |
Loss on conversion of debt | 194,577 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note, amount | ' | $289,998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $125,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 31-May-14 | Aug. 31, 2013 | 31-May-13 | Jul. 18, 2011 | Feb. 07, 2014 | 8-May-10 | Dec. 10, 2013 |
CFO | CFO | CEO | |||||
Common stock, issued | 102,401,393 | 34,313,114 | ' | 10,000,000 | 6,500,000 | 99,996 | 1,333,333 |
Common stock, par value | $0.00 | $0.00 | ' | ' | $0.01 | $0.09 | ' |
Common stock, expense | ' | ' | ' | ' | $81,250 | $9,250 | ' |
Common stock, cash proceeds | ' | ' | ' | ' | ' | ' | 20,000 |
Promissory Note, amount | ' | ' | 289,998 | ' | ' | ' | ' |
Promissory Note, repaid | ' | ' | 2,150 | ' | ' | ' | ' |
Promissory Note, interest rate | ' | ' | 5.00% | ' | ' | ' | ' |
Accrued interest | $43,069 | $19,990 | $17,885 | ' | ' | ' | ' |
SIGNIFICANT_EVENTS_Details_Nar
SIGNIFICANT EVENTS (Details Narrative) (USD $) | 31-May-14 | Feb. 06, 2014 |
Interger | ||
Subsequent Events [Abstract] | ' | ' |
Compensated rate per petition | ' | 2.75 |
Compensated rate per signature | ' | 3.75 |
Contributions | 60.00% | 80.00% |
Gross funding | ' | $100,000 |
Additional gross funding | $100,000 | ' |
Targeted number of signatures | ' | 800,000 |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 31-May-14 | Aug. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Total Stockholders Deficit | ($1,033,944) | ($737,411) |
Accumulated deficit | $2,416,176 | $1,411,613 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 31-May-13 | 31-May-14 | Feb. 04, 2014 | 31-May-14 | 31-May-14 | Jan. 22, 2014 |
GCEF Oppurtunity Promissory Note | GCEF Oppurtunity Promissory Note | JMJ Loan 4 | Finiks Promissory Note | Finiks Promissory Note | ||
Common Shares Converted, Shares | ' | 3,930,000 | ' | 4,500,000 | 10,352,942 | ' |
Common Shares Converted, Amount | ' | $19,650 | ' | $20,250 | $48,400 | ' |
Promissory Note, amount | $289,998 | ' | $33,000 | ' | ' | $100,000 |
Promissory Note, interest rate | 5.00% | ' | ' | ' | ' | 10.00% |